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Avant Brands Inc. — Capital/Financing Update 2021
Mar 10, 2021
47088_rns_2021-03-10_2f0a9db4-4ed3-4b4b-b508-f435189ee0ea.pdf
Capital/Financing Update
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GTEC HOLDINGS LTD.
FORM 51-102F3 MATERIAL CHANGE REPORT
ITEM 1 NAME AND ADDRESS
GTEC Holdings Ltd. (the “ Company ”) Suite 335, 1632 Dickson Avenue Kelowna, British Columbia, V1Y 7T2
ITEM 2 DATE OF MATERIAL CHANGE
March 8, 2021
ITEM 3 NEWS RELEASE
The Company issued a news release on March 8, 2021 relating to the material change, which was disseminated through Globe Newswire and subsequently filed on SEDAR.
ITEM 4 SUMMARY OF MATERIAL CHANGE
The Company completed a non-brokered private placement of 13,750,000 units (each, a “ Unit ”) at a price C$0.20 per Unit, for gross proceeds of C$2,750,000 (the “ Offering ”). Each Unit issued in the placement consists of one common share of the Company (each, a “ Common Shares ”) and one half of one Common Shares purchase warrant, with each full warrant entitling the holder to purchase one additional Common Shares at C$0.30 for a period of 36 months.
ITEM 5 FULL DESCRIPTION OF MATERIAL CHANGE
The Company completed a non-brokered private placement of 13,750,000 Units at a price C$0.20 per Unit, for gross proceeds of C$2,750,000. Each Unit issued in the Offering consists of one Common Share and one half of one Common Share purchase warrant, with each full warrant entitling the holder to purchase one additional share at C$0.30 for a period of 36 months.
All securities issued in connection with the private placement are subject to a four-month-and-one-day statutory hold period. In connection with completion of the placement, the Company paid cash commissions of C$5,512 to certain eligible parties who assisted with the transaction.
Norton Singhavon, the Chief Executive Officer and a director of the Company, Kendra Blackford, the Chief Financial Officer of the Company, Michael Blady, the Vice President, Corporate Secretary and a director of the Company and Derek Sanders, a director of the Company, participated in the Offering, acquiring an aggregate of 2,060,000 Units on the same terms as other investors for gross proceeds to the Company of $412,000 (the “ Insider Participation ”). The Insider Participation constitutes a
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“related party transaction” pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“ MI 61101 ”). The Company is exempt from the requirement to obtain a formal valuation or minority shareholder approval in connection with the Insider Participation under MI 61-101 in reliance on Sections 5.5(a) and 5.7(1)(a) of MI 61-101 due to the fair market value of the Insiders Participation being below 25% of the Company’s market capitalization for purposes of MI 61-101. The Company did not file a material change report 21 days prior to the expected closing date of the Offering as the details of the Insider Participation in the Offering had not been finalized at that time. The Offering has been approved by the board of directors of the Company with the directors participating in the Offering having disclosed their interest in the Offering. The Company has not received, nor has it requested a valuation of its securities or the subject matter of the Insider Participation in the 24 months prior to the date hereof.
ITEM 6 RELIANCE ON SUBSECTION 7.1(2) OF NATIONAL INSTRUMENT 51102
Not applicable.
ITEM 7 OMITTED INFORMATION
Not applicable.
ITEM 8 EXECUTIVE OFFICER
The following executive officer of the Company is knowledgeable about the material change and this report:
Norton Singhavon, Chief Executive Officer Telephone: 778-760-8338 Email: [email protected]
ITEM 9 DATE OF REPORT
March 10, 2021
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